Similar arrangements exist with the distribution of our Non-U.S. Funds where, generally, oursubsidiary that distributes the funds in the local market arranges for and pays commissions and certain otherfees to banks and other intermediaries, a portion of which fees is paid from maintenance fees received bythe subsidiary and a portion of which may derive from the management fees paid to our various affiliates bythe funds.Class C shares are generally more costly to us in the year of sale, but they allow us to be competitiveby increasing our presence in various distribution channels. Historically, Class B (or equivalent) and certainof our Class C deferred commission assets (“DCA”) arising from our U.S., Canadian and Europeanoperations were financed through transfers to or other arrangements with a company in which we held a49% ownership interest as of September 30, 2009. We are in the process of selling our ownership interestsin this company to the holder of the 51% ownership interest and expect to complete this divestiture in thefiscal year ending September 30, 2010 (“fiscal year 2010”). In September 2009, all DCA held by thiscompany was sold to FTDI or the holder of the 51% ownership interest, and repayments to the companyunder these financing arrangements have been discontinued.FTDI and/or its affiliates may make the following additional payments to broker/dealers that sell sharesof our funds:Marketing support payments. FTDI may make payments to certain broker/dealers who are holders ordealers of record for accounts in one or more of our open-end U.S. Funds. Consistent with the provisionsand limitations set forth in a fund’s Rule 12b-1 Plan, the fund may reimburse a broker/dealer for the cost ofsome or all of the marketing support payments. A broker/dealer’s marketing support services may includebusiness planning assistance, advertising, educating broker/dealer personnel about the funds andshareholder financial planning needs, placement on the broker/dealer’s list of offered funds, and access tosales meetings, sales representatives and management representatives of the broker/dealer. FTDIcompensates broker/dealers differently depending upon, among other factors, sales and asset levels,redemption rates and the level and/or type of marketing and educational activities provided by the broker/dealer. Such compensation may include financial assistance to broker/dealers that enable FTDI toparticipate in and/or present at conferences or seminars, sales or training programs for invited registeredrepresentatives and other employees, client and investor events and other broker/dealer-sponsored events.These payments may vary depending upon the nature of the event. FTDI periodically reviews its marketingsupport arrangements to determine whether to continue such payments. In the case of any one broker/dealer,marketing support payments may not exceed the sum of 0.08% of that broker/dealer’s current year’s totalsales of our U.S. Funds and 0.05% (or 0.03%) of the total assets of equity (or fixed income) of our U.S.Funds attributable to that broker/dealer, on an annual basis. The statement of additional information for eachretail U.S. Fund, provided to investors in such funds upon request, provides a list of broker/dealers thatreceive such marketing support payments. FTDI may also make marketing support payments to financialintermediaries that serve as plan service providers to certain employer sponsored retirement plans.Marketing support or similar payments made to intermediaries located outside the United States, withrespect to investments in Non-U.S. Funds, may exceed the above-stated limitations.Transaction support payments. FTDI may pay ticket charges of up to $20 per purchase or exchangeorder placed by a broker/dealer or one-time payments for ancillary services, such as setting up funds on abroker/dealer’s fund trading system.Other payments. From time to time, FTDI, at its expense, may make additional payments to broker/dealers that sell or arrange for the sale of shares of our U.S. Funds. FTDI routinely sponsors due diligencemeetings for registered representatives during which they receive updates on various funds and are affordedthe opportunity to speak with portfolio managers. Invitation to these meetings is not conditioned on selling aspecific number of shares. Those who have shown an interest in our funds, however, are more likely to be10
considered. To the extent permitted by their firm’s policies and procedures, registered representatives’expenses in attending these meetings may be covered by FTDI. Similar payments may be made by ourinternal Non-U.S. Fund distributors, to third party distributors of our non-U.S. Funds.Other compensation may be offered to the extent not prohibited by federal or state laws or any selfregulatoryagency, such as the Financial Industry Regulatory Authority (“FINRA”). FTDI makes paymentsfor events it deems appropriate, subject to FTDI’s guidelines and applicable law.3. Shareholder and Transfer Agency ServicesOne of our subsidiaries, Franklin Templeton Investor Services, LLC (“FTIS”), serves as shareholderservicing and dividend-paying agent for our open-end U.S. Funds. FTIS is registered with the SEC as atransfer agent under the Securities Exchange Act of 1934, as amended. Generally, FTIS is compensatedunder an agreement with each fund on the basis of an annual per account fee that varies with the fund andthe type of services being provided. FTIS also is reimbursed for out-of-pocket expenses. Other subsidiariesprovide similar services to our non-U.S. Funds, and in some cases are compensated based on assets undermanagement.FTIS may also pay servicing fees to third-party intermediaries primarily to help offset costs associatedwith client account maintenance support, statement preparation and transaction processing. Such thirdparties: (i) maintain omnibus accounts with the fund in the institution’s name on behalf of numerousbeneficial owners of fund shares; or (ii) provide support for fund shareholder accounts by sharing accountdata with FTIS through the National Securities Clearing Corporation networking system. The fundsreimburse FTIS for these third party payments.C. High Net-Worth Investment Management and Related ServicesThrough Fiduciary Trust (including its trust company and investment adviser subsidiaries), we provideinvestment management services to, among others, high net-worth individuals and families. Similarly,through our Canadian high net-worth business unit, Fiduciary Trust Company of Canada (“FTCC”), weprovide investment management services and offer sponsored investment products to high net-worthindividuals and families. Our high net-worth client business seeks to maintain relationships that spangenerations and help families plan the most appropriate method of intergenerational wealth transfer.Individual client assets are typically held in accounts separately managed by individual portfoliomanagers. These portfolio managers determine asset allocation and stock selection for client accounts,taking into consideration each client’s specific long-term objectives while utilizing our macroeconomic andindividual stock research.Fiduciary Trust services that focus on managing family wealth from generation to generation includewealth management, estate planning, private banking, tax and custody services. We offer clientspersonalized attention and estate planning expertise in an integrated package of services known as FamilyResource Management ® (“FRM”). Services under FRM provide clients with an integrated strategy tooptimize wealth accumulation and maximize after-tax wealth transfer to the next generation. Evaluation ofthird-party investment management products or services is performed by the Strategic Advisory Group, aninvestment advisory group within Fiduciary Trust.D. Institutional ManagementWe provide a broad array of investment management services to institutional clients, focusing onfoundations, endowment funds and government and corporate pension funds. Our subsidiaries offer a widerange of both U.S. and international equity, fixed-income and specialty strategies through a variety ofinvestment vehicles, including separate accounts, open-end and closed-end funds and unregistered funds.11
- Page 1 and 2: G A I N F R O M O U R P E R S P E C
- Page 3 and 4: Letter to StockholdersGregory E. Jo
- Page 5 and 6: LETTER TO STOCKHOLDERSHaving announ
- Page 7 and 8: Directors and OfficersDirectorsChar
- Page 9 and 10: Performance GraphThe following perf
- Page 11 and 12: (MARK ONE)UNITED STATESSECURITIES A
- Page 14 and 15: operational and other services requ
- Page 16 and 17: A. Assets Under Management (“AUM
- Page 18 and 19: 60 days. If agreements representing
- Page 22 and 23: We generally operate our institutio
- Page 24 and 25: Franklin Templeton Variable Insuran
- Page 26 and 27: CATEGORY(and approximate amount of
- Page 28 and 29: The following table sets forth the
- Page 30 and 31: Korea; the Commission de Surveillan
- Page 32 and 33: COMPETITIONThe financial services i
- Page 34 and 35: or other efforts successfully stabi
- Page 36 and 37: and, consequently, we are incurring
- Page 38 and 39: such as information, systems and te
- Page 40 and 41: like our business, is based in part
- Page 42 and 43: orrowing costs and limit our access
- Page 44 and 45: director of various subsidiaries of
- Page 46 and 47: PART IIItem 5. Market for Registran
- Page 48 and 49: OverviewWe are a global investment
- Page 50 and 51: Net income decreased in fiscal year
- Page 52 and 53: Investment Management Fee RateThe f
- Page 54 and 55: accounts closed in a calendar year
- Page 56 and 57: Information Systems, Technology and
- Page 58 and 59: Our investments in sponsored invest
- Page 60 and 61: At September 30, 2009, we had $355.
- Page 62 and 63: Off-Balance Sheet ArrangementsAs of
- Page 64 and 65: The fair value of retained subordin
- Page 66 and 67: Indefinite-lived intangible assets
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Selected Quarterly Financial Data (
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The following is a summary of the e
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Item 8.Financial Statements and Sup
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REPORT OF INDEPENDENT REGISTERED PU
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CONSOLIDATED BALANCE SHEETS(dollars
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CONSOLIDATED STATEMENTS OF STOCKHOL
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CONSOLIDATED STATEMENTS OF CASH FLO
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Fair Value Measurements. The Compan
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Company held interest-rate swap agr
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not performed. If the carrying valu
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Accumulated Other Comprehensive Inc
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acquisition cost was allocated to t
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FHLB borrowings and amounts availab
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The Company recognized other-than-t
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The changes in Level 3 assets measu
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Changes in the allowance for loan l
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Company sold retained subordinated
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Certain of the goodwill and intangi
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At September 30, 2009, maturities o
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The components of the net deferred
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At September 30, 2009, the banking/
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Total assets under management of in
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Stock OptionsThe following table su
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The following tables summarize info
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Operating revenues of the banking/f
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minimum Tier 1 and Total risk-based
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PART IIIItem 10. Directors, Executi
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Item 15.(a)(1)(a)(2)(a)(3)PART IVEx
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Exhibit No.Description10.17 Represe
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Exhibit No.Description12 Computatio
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Exhibit No.DescriptionEXHIBIT INDEX
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Exhibit No.Description10.22 Amendme
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(dollars in thousands)COMPUTATION O
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NameState or Nation ofIncorporation
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CONSENT OF INDEPENDENT REGISTERED P
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EXHIBIT 31.2CERTIFICATIONI, Kenneth
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CERTIFICATION PURSUANT TO 18 U.S.C.
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One Franklin ParkwaySan Mateo, CA 9